HBANCORPORATION INC
8-K, 1997-05-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                  May 13, 1997


                              HBANCORPORATION, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



   Delaware                        0-27700                        37-1351506
- --------------------------------------------------------------------------------
(State or other             (Commission File Number)            (IRS Employer
 jurisdiction of                                                Identification
 incorporation)                                                     Number)



619 12th Street, Lawrenceville, Illinois                                62439
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:   (618) 943-2515
- --------------------------------------------------------------------------------



                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



                                       
<PAGE>



Item 5.  Other Events

         HBancorporation,  Inc.  issued  a press  release  dated  May 13,  1997,
attached hereto as Exhibit 28.1, announcing the initiation of a stock repurchase
program.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits

                  Exhibit 28.1              Press Release dated May 13, 1997.




                                        2

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           HERITAGE FINANCIAL CORPORATION



Date:  May 13, 1997                        By: /s/ Kevin J. Kavanaugh
       ----------------------                 -----------------------
                                           Kevin J. Kavanaugh
                                           President and Chief Executive Officer



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                                  Exhibit 28.1

                              HBANCORPORATION, INC.
                                 618 12th Street
                          Lawrenceville, Illinois 62439


                                  PRESS RELEASE

FOR MORE INFORMATION                                   FOR IMMEDIATE RELEASE
Contact: Kevin J. Kavanaugh, President                 Date: May 13, 1997
 at (618) 943-2515


                              HBANCORPORATION, INC.
                       ANNOUNCES STOCK REPURCHASE PROGRAM


         Lawrenceville, Illinois, May 13, 1997 - HBancorporation, Inc. announced
its intention  today to repurchase  up to 17% of its  outstanding  shares in the
open market over the next  twelve-months.  These  shares  will be  purchased  at
prevailing market prices from time to time over a twelve-month  period depending
upon market conditions.

         Kevin J. Kavanaugh,  President of the Company, indicated that the Board
of Directors  approved the repurchase program in view of the current price level
of the Company's  common  stock,  the strong  capital  position of the Company's
subsidiary,   Heritage  National  Bank,  and  the  need  to  fund  the  recently
stockholder  approved Recognition and Retention Plan (RRP). Mr. Kavanaugh stated
that "we believe that the  repurchase  of our shares  represents  an  attractive
investment opportunity which will benefit the Company and our stockholders.  The
repurchased  shares  will  become  treasury  shares and will be used for general
corporate  purposes,  including the issuance of shares in connection with grants
and awards under the Company's stock based benefit plans."

         The repurchase  program will be executed  through  Friedman,  Billings,
Ramsey & Company, Inc.

         The Company's common stock is traded on the "pink sheets"  published by
the National Quotation Bureau, Inc. and its common stock is traded on the Nasdaq
Bulletin Board System under the symbol "HBIN."

                                      -END-




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